La Vida Llena

“Management duties are provided by pacific retirement services, inc.”

“The bylaws were amended on october 1, 2023, to reflect the acquisition of la vida llena by pacific retirement services, a 501(c)(3) organization based in medford, oregon. The amendment included the following changes: (a) identification of pacific retirement services as the sole member; (b) granting various powers to pacific retirement services as the sole member, including the power to appoint and remove all board members; (c) requiring approval from pacific retirement services for various actions; and (d) changing the minimum number of board members to three, removing the maximum number of board members, and allowing board members to serve an unlimited number of 1-year terms.”

“Through september 30, 2023, haverland carter lifestyle group, a 501(c)(3) organization, was the sole member. As of october 1, 2023, pacific retirement services is the sole member.”

“Through september 30, 2023, the organization's sole member, haverland carter lifestyle group, had the right to select and appoint up to six board members of this organization. The sole member also retained the right to remove any board member for cause, provided that the sole member first consulted with the organization. As of october 1, 2023, all members of the board of directors are elected by pacific retirement services, the sole member.”

“Through september 30, 2023, haverland carter lifestyle group retained the rights to all business decisions greater than $10,000. As of october 1, 2023, pacific retirement services has the exclusive power to take the following actions on behalf of la vida llena: (a) amend, restate or repeal the bylaws or adopt new bylaws; (b) coordinate the organization's activities and engage in the overall planning, policy development, budgeting and resource allocation for the organization; (c) appoint outside auditors for the organization; (d) elect or appoint the organization's directors and fill vacancies caused by the death, removal or resignation of a director; and (e) remove any of the organization's directors or officers. As of october 1, 2023, the prior approval of pacific retirement services is required before the board of directors may: (a) approve any merger or consolidation of the organization with another entity, or any partial or total liquidation of the organization's assets; (b) incur any debt, or enter into any contract, not contemplated by the annual budget if the aggregate dollar amount exceeds $100,000; (c) make any gift or gratuitous transfer in excess of $15,000 in the aggregate in any calendar year; (d) create a taxable or tax-exempt subsidiary or affiliated organization; (e) acquire a controlling interest in another entity; and (f) approve any amendment, repeal or restate of the organization's articles of incorporation or adopt any articles of incorporation.”

“The form 990 was reviewed by the corporate director of accounting, vice president of accounting, cfo, and the board of directors.”

“The conflict of interest policy and questionnaire are sent to all board members and key employees annually. There are two policies related to conflicts of interest: 1) board of directors; 2)key employees, which identify the purpose, definitions, and procedures. If a conflict is self-identified by a board member or key employee in the questionnaire and/or meeting, procedures are followed and documented according to the policy.”

“A compensation committee of the prs board exists to determine compensation for the executive director of each related community. This committee is comprised of the officers of the prs board of directors. The committee has a charter that outlines its duties and responsibilities. It also has agenda elements that describe the activities that the committee undertakes during the year. The vp of human resources provided salary studies from the following resources to the committee relative to executive director compensation: salary.com, payscale.com, 990 review (like size organizations), cemo (chief executive officers of multi-facility organizations) salary study results, and industry state association salary study results based on geographical location. The recommendation for base compensation and bonus are provided by the executive director's direct supervisor (coo or vp of operations).”

“Corporate financial data and governance information is not public information, and as such, is released only pursuant to legal regulation, court order, or other applicable law, and as directed by corporate counsel.”

“Note that linda givens is a leased employee of haverland carter lifestyle group and performs services on behalf of la vida llena pursuant to a management services agreement between la vida llena and haverland carter lifestyle group. Under the management services agreement, her compensation is reimbursed by la vida llena. Compensation has been reported in part vii, section a in order to highlight amounts paid by la vida llena., notwithstanding that she is an employee of haverland carter lifestyle group and then of pacific retrirement services inc, post affilliation.”

“As of october 1, 2023, the authority and process for selecting the financial statement auditor and for overseeing the financial statement audit moved from haverland carter lifestyle group's board of directors to pacific retirement services' board of directors.”

“Tax-exempt bonds were issued in 2019 and in 2022 by haverland carter lifestyle group, and all activity related to those bond issuances is reported on haverland carter lifestyle group's schedule k.”